KERN COMMUNITY COLLEGE DISTRICT AGREEMENT WITH INDEPENDENT CONTRACTOR

Transcription

1 KERN COMMUNITY COLLEGE DISTRICT AGREEMENT WITH INDEPENDENT CONTRACTOR This Agreement is entered into by and between the Kern Community College District, on behalf of (Check One): District Office Bakersfield College Cerro Coso Community College District-Wide Porterville College ( District ), and, ( Contractor ), identified under social security number/federal identification number, with its principal place of business / office(s) located at. 1. TERM OF AGREEMENT / DATE(S) of SERVICE(S):. 2. SERVICES TO BE PERFORMED: In consideration of the payment outlined in Paragraph 3 below, during the Term of Agreement / Date(s) of Service(s), Contractor agrees to perform services and, if applicable, provide materials and /or equipment to the District (hereinafter Services ), as described below: It is understood and agreed that in the event any additional tasks and/or services are required from Contractor, prior to rendering any such tasks, the tasks shall be set forth in a writing duly signed by the parties, indicating the specific work to be accomplished, the approximate period of time over which performance will be completed, and the additional compensation, if any, to be paid for such additional tasks. 3. COMPENSATION: In consideration of the Services fully rendered to District as described above, District agrees to pay Contractor a total fee of $. The District will make reasonable good faith efforts to pay all compensation due to Contractor within thirty (30) days of completion of Contractor s Services hereunder and the District s receipt of a properly completed invoice from Contractor for services rendered. Contractor further agrees that the District will not have any liability whatsoever as to any work or expense not specifically documented herein and properly invoiced by Contractor to District within sixty (60) days of completion of Services. Other Consideration/Notes: Office Use Only. To be completed by Initiator-(Required): FOAPAL to be used for this expense 4. REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants that Contractor is fully admitted to transact business in the State of California. Contractor possesses the skill, knowledge, expertise, and, as applicable, holds current license(s), certification(s) and/or educational credentials, as required under the laws of the State of California and/or in accordance with District policies and regulations, to fully perform the services hereunder. Contractor represents that he/she/it has read and understands the terms and conditions of this Agreement. 5. NON-EMPLOYEE / INDEPENDENT CONTRACTOR STATUS: During the Term of this Agreement and/or Date(s) of Service(s), Contractor s Services for the District shall be rendered as an Independent Revised February 26, 2015 Page 1

2 Contractor. This Agreement is not intended, nor shall it be construed so as, to create the relationship of agent, employee, partnership, joint venture or association, or representative of the other for any purpose, or to imply any other relationship whatsoever between Contractor and District, except as set forth herein. Neither party is granted any expressed or implied right or authority by the other party to assume or create any obligation or responsibility on behalf of or in the name of the other party, or to bind the other party in any manner or thing whatsoever. Contractor shall be solely responsible for paying all salaries, wages, benefits and other compensation which the Contractor s employees or consultants, if any, may be entitled to receive in connection with Contractor s Services hereunder, including, without limitation, withholding and paying all applicable payroll taxes and contributions, including federal, state and local income taxes, FICA, FUTA, and state unemployment, workers compensation and disability insurance. Nothing contained hereunder will confer upon the Contractor any right to continue to render Services to the District, or to become employed by the District. The District and Contractor acknowledge that Contractor s Services hereunder are non-exclusive and Contractor is free to accept other work. 6. SB 854 DIR CONTRACTOR REGISTRATION REQUIREMENTS: If the services hereunder constitutes services to be rendered on a Public Works project ONLY, as defined in the California Public Contract Code, the California Uniform Public Cost Accounting Procedures, the Education Code and/or the Labor Code, please be advised that SB 854 requires verification of contractor and subcontractor s registration with the Department of Industrial Relations ( DIR ). The attached Community College Facility Coalition SB 854 DIR Contractor Registration, DLSE Prevailing Wage Rate Enforcement & Monitoring includes a listing of statutory provisions affected by SB 854, with Code References, descriptions, definitions and proposed sample contract modifications. The following sample forms are also attached for reference: 1) Verification of Contractor and Subcontractors DIR Registration; and 2) Certification of Certified Payroll Submittal to Labor Commissioner SB 854 requires that the above forms are to be completed and submitted ONLY when services hereunder are to be rendered for projects defined as PUBLIC WORKS. If the services to be rendered hereunder are NOT part of a PUBLIC WORKS project, then these forms are NOT required. 7. INDEMNIFICATION: Contractor agrees to indemnify, defend, and hold harmless, the District (and its officers, employees, trustees, agents, successors and assigns) from and against all claims, suits, expenses (including reasonable attorney s fees), losses, penalties, fines, costs and liability whether in contract, tort or strict liability (including, but not limited to, personal injury, death at any time, and property damage), arising out of or made necessary by Contractor s performance of this Agreement, breach of its terms, negligent acts or omissions, including as may arise resulting from Contractor s failure to make payments to Contractor s employees or consultants, if any, and/or self-employment taxes. 8. INSURANCE REQUIREMENTS: Unless otherwise specifically agreed to in writing in advance of execution of this Agreement, Contractor agrees to obtain, pay for and maintain in effect during the Term of this Agreement and/or Date(s) of Service(s), the following policies of insurance issued by an insurance company rated not less than A-VI in A.M. Best s Insurance Rating Guide: (i) Commercial General Liability insurance (including contractual, products and completed operations coverage, bodily injury and property damage liability insurance) with single combined limits of not less than $1,000,000 per occurrence; (ii) Commercial Automobile Liability insurance for any auto with combined single limits of liability of not less than $1,000,000 per occurrence; (iii) Professional Liability insurance (also known as Errors and Omissions insurance) with a limit of liability of not less than $1,000,000 per occurrence; and (iv) Worker s Compensation and State Disability insurance as required under law. Revised February 26, 2015 Page 2

3 Each policy shall contain an endorsement naming the Kern Community College District as an additional named insured insofar as this Agreement is concerned, and provide that written notice shall be given to the District at least thirty (30) days prior to cancellation or material change in the form of the policy or reduction in coverage. Prior to rendering Services hereunder, and at Contractor s expense, Contractor shall furnish the District with a Certificate of Insurance evidencing the endorsements required above, and the District shall have the right to inspect the Contractor s original insurance policies upon request. Upon notification of a notice of cancellation, change or reduction in coverage, Contractor shall immediately file with the District a certified copy of the required new or renewal policy and certificates for such policy. Nothing herein concerning minimum insurance requirements shall reduce the Consultant s liabilities or obligations under the indemnification provisions of this Agreement. 9. PROPRIETARY RIGHTS / OWNERSHIP / CONFIDENTIALITY: Contractor acknowledges: a. District may disclose to Contractor certain confidential information relating to, without limitation, the District s past, present, and future research, marketing, development, and/or business activities ( Confidential Information ). Except as required by the duties under this Agreement, Contractor agrees that, until such time as the Confidential Information enters the public domain through no fault of Contractor, Contractor will never, directly or indirectly, use, disseminate, disclose, lecture upon, or publish articles concerning any of the Confidential Information disclosed to Contractor by or on behalf of District without the prior written consent of District. Such confidentiality shall survive the termination of this Agreement and will only be relieved by written consent of District. c. All work accomplished pursuant to this Agreement will be the sole and exclusive property of District; and in addition to the obligations imposed above, Contractor will deliver all such work to District prior to expiration or termination of this Agreement and/or Contractor s performance hereunder. d. Upon expiration of termination of the Agreement and/or Contractor s performance hereunder, Contractor agrees to return to District all copies of Confidential information, all drawings, documents, records, notebooks, disks, tapes, data residing or recorded in electronic media, and all other representations of confidential information, whether prepared by District, Contractor or others. e. Contractor agrees that all copyrightable material, inventions, improvements, developments and discoveries conceived, made, discovered or reduced to practice by Contractor solely, or in collaboration with others, during the period of this Agreement (i) relating in any manner to the business, research or development of District that Contractor may be directed to undertake, or (ii) which Contractor may become associated within work or in performing the services hereunder, or (iii) which are developed by Contractor using any supplies, facilities or Confidential Information of District are the sole property of District, and Contractor further agrees to grant to District any and all right, title and interest, of any kind or of all such copyrightable material, inventions, improvements, developments, and discoveries. 10. GOVERNING LAW: This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules, and in accordance to District s policies and regulations, including, but not limited to, Section 3A15 of the District s Board Policy, as follows:.. 3A15 Claims against the Kern Community College District: 3A15A Any claims against the District for money or damages, which are not governed by any other statutes or regulations expressly relating thereto, shall be presented and acted upon in accordance with Title 1, Division 3.6, Part 3, Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of the California Government Code. Revised February 26, 2015 Page 3

4 3A15B Claims must be presented according to this policy as a prerequisite for filing suit against the District. Claims that are subject to the requirements of this policy include, but are not limited to, the following: 3A15B1 Claims by public entities, claims by the state department or agency, or by another public entity. 3A15B2 and allowances Claims for fees, salaries or wages, mileage or other expenses 3A15C The designated place for service of claims, lawsuits or other types of legal process upon the District is: The Office of the General Counsel 2100 Chester Avenue Bakersfield, California (661) TERMINATION / NOTICES: This Agreement may be terminated by either party with or without cause and for any or no reason upon (30) days written notice to the other party addressed as follows: If to Contractor, notice will be addressed to: Name: Address: City/State/Zip: If to District, notice will be addressed to: Kern Community College District c/o: Thomas J. Burke, CFO 2100 Chester Avenue Bakersfield, CA or to such other address as may be designated by the parties from time to time. Any written notice sent by registered U.S. mail and addressed in accordance herewith will be deemed to have been made and delivered seven (7) days following deposit into the U.S. mail. Contractor s obligations hereunder shall survive the termination of this Agreement. 12. SEVERABILITY: If any section, condition, provision, or covenant of this Agreement is held to be invalid or unenforceable, either in itself or as to any particular party, the remainder of this Agreement will continue to be in force unless it would be inequitable and inconsistent with the purpose of the Agreement to continue to do so. 13. ASSIGNMENT: Neither party may assign any rights, or transfer any obligations, under this Agreement, without the prior written agreement of the parties. 14. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous agreements, oral or written, with respect to the subject matter / / / / / / / / / / / / / / / / / / Revised February 26, 2015 Page 4

5 hereof. This Agreement may not be amended, modified, revised or supplemented in any way, except in a writing signed by Contractor and District. AGREED TO AND ACCEPTED: CONTRACTOR: Signature: Date: Print Name: The following signatures provide authorization for the use of this hiring category. CAMPUS REPRESENTATIVES: Initiator (College representative with authority to initiate the request for engagement for services to be rendered hereunder): Signature: Date: Budget Manager (Directors, Deans, etc. with approval authority under $5,000): Signature: Date: Manager (Vice-Presidents, Presidents, etc. with approval authority over $5,000): Signature: Date: Campus Director of Administration: Signature: Date: Campus Director of Human Resources: Signature: Date: DISTRICT OFFICE REPRESENTATIVES: Vice Chancellor, Human Resources: Signature: Abe Ali Date: Chief Financial Officer, Business Services: Signature: Thomas J. Burke Date: Revised February 26, 2015 Page 5

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22 [Place on letterhead] [Date] [Contact Name, Title Contractor Name Address City, CA ######] Dear [Contractor Name]: Our records indicate that your company has provided services to the [School District Name] (District. This Thank you for your services to the District. If you have any questions, please contact me at (###) ###-####. Sincerely, Name Title Revised February 26, 2015 Page 22